Certificate of Limited Partnership

CERTIFICATE OF LIMITED PARTNERSHIP
OF
BRI THE POINT LIMITED PARTNERSHIP
This Certificate of Limited Partnership of BRI The Point Limited
Partnership (the "Limited Partnership") is being executed by the undersigned for
the purpose of forming a limited partnership pursuant to the Delaware Revised
Uniform Limited Partnership Act.
1. The name of the limited partnership is BRI The Point Limited
Partnership.
2. The address of the registered office of the limited partnership in
Delaware is 32 Loockerman Square, Suite L-100, Dover, Delaware 19904. The
limited partnership's registered agent at that address is The Prentice-Hall
Corporation System, Inc.
3. The name and address of the sole general partner is:
NAME ADDRESS
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BRI Texas Apartments Limited Partnership c/o The Berkshire Group
470 Atlantic Avenue
Boston, MA 02210
IN WITNESS WHEREOF, the undersigned, constituting the sole general partner
of the Partnership, has caused this Certificate of Limited Partnership to be
duly executed as of the 20th day of October, 1995.
BRI TEXAS APARTMENTS LIMITED PARTNERSHIP
By: BRI Texas Apartments-II, Inc. a general partner
By:
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Scott D. Spelfogel,
Assistant Secretary